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Management Information Circular

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Management Information Circular C MANAGEMENT INFORMATION CIRCULAR Notice of Annual Meeting of Shareholders and Management Information Circular May 15, 2020 Your vote is important. This document tells you who can vote, what you will be voting on and how to vote. Dear Shareholder, On behalf of the Board of Directors, management and employees of Equitable Group Inc. (Equitable), we are pleased to invite you to participate in Equitable’s annual meeting of shareholders which will take place on Friday, May 15, 2020 at 10:00 a.m. (Eastern) in a virtual-only format. As part of our corporate social responsibility and our preparedness plans in response to Covid-19, we believe holding a virtual meeting is in the best interests of all stakeholders. As a shareholder, you have the right to participate in and vote your shares at the meeting. At the meeting, we will review our financial position, business operations and the value we are delivering to shareholders. We also look forward to responding to your questions, which the virtual meeting will allow. The Board’s goal remains to deliver long-term value for Equitable’s shareholders and fulfill our responsibilities to our broader group of stakeholders. We pay particular attention to long-term strategy and value creation, risk oversight, governance practices, and management succession – areas we see as fundamental to Equitable’s sustainability and future success. Our intention is to continue investing for long-term advantage and value creation despite current market conditions. The attached management information circular provides information about the business of the meeting, the voting process, this year’s director nominees, our corporate governance practices, our approach to executive compensation, and our 2019 compensation decisions. Please take the time to vote As a shareholder, you have the right to vote your shares on all items that come before the meeting. Your vote is important and we facilitate voting by enabling you to vote by proxy at any time prior to the meeting. We encourage you to do so and have arranged for voting on the Internet, by phone or by mail. You can also vote by attending the virtual meeting. Please refer to the instructions in the management information circular. Thank you for your continuing support and we look forward to your attendance at this year’s meeting. Sincerely, David LeGresley Andrew Moor Chair, Board of Directors President and Chief Executive Officer Notice of 2020 Annual Meeting of Shareholders When Where Friday, May 15, 2020 VIRTUAL only MEETING 10:00 a.m. (Eastern) via live audio webcast online at https://web.lumiagm.com/225652488 For the purposes of 1. receiving Equitable’s 2019 consolidated financial statements and the auditors’ report on the statements; 2. electing the directors for the ensuing year; 3. appointing KPMG LLP as auditors for the ensuing year and authorizing the directors to fix their remuneration; 4. considering any other business that may properly come before the meeting, and any adjournment thereof. Only shareholders of record at the close of business on March 24, 2020 will be able to vote at the meeting. This year, out of an abundance of caution to proactively deal with the unprecedented public health impact of the COVID-19 outbreak, and in order to comply with the measures imposed by the federal and provincial governments, Equitable is holding the meeting in a virtual-only format conducted by a live audio webcast. Registered shareholders and duly appointed proxyholders will have the opportunity to attend the meeting online, submit questions, and vote in real time provided they are connected to the Internet at all times and follow the instructions in the accompanying management information circular (circular). Non-registered (or beneficial) shareholders who have not appointed themselves as proxyholder will be able to attend the meeting as guests, but will not be able to vote or ask questions. Shareholders will not be able to attend the meeting in person. See the section on How to Vote – At the virtual meeting on page 5 of the circular for detailed instructions. Notice-and-Access Equitable is using the “notice-and-access” rules adopted by Canadian securities regulators in an effort to be more environmentally friendly and reduce printing and mailing costs. Instead of receiving the notice of meeting, the circular and annual consolidated financial statements (meeting materials) by mail, registered and beneficial shareholders received a Notice of Availability of Proxy Materials for the meeting with instructions for accessing the meeting materials online and for requesting paper copies. Shareholders also received the form of proxy or voting instruction form permitting them to exercise their voting rights using the various voting methods provided. The meeting materials can be viewed online at EnVision (www.envisionreports.com/EQB2020), on our website (www.equitablebank.ca) and on SEDAR (www.sedar.com). Your vote is important As a shareholder, it is very important that you read the circular carefully and then vote your shares. We recommend you vote by proxy using the various voting methods provided to ensure your vote is received prior to the meeting. Detailed voting instructions for registered and beneficial shareholders begin on page 5 of the circular. Your vote must be received by our transfer agent, Computershare Investor Services Inc., by 10:00 a.m. (Eastern Time) on May 13, 2020. By order of the Board of Directors, Michael Mignardi Vice-President and General Counsel March 31, 2020 EQUITABLE GROUP INC. | 1 Management Information Circular This management information circular (circular) is furnished in connection with the solicitation of proxies by management of Equitable for use at Equitable Group Inc.’s annual meeting of shareholders to be held on May 15, 2020 at 10:00 a.m. (Eastern), or at any adjournment thereof, for the purposes set forth in the accompanying Notice of 2020 Annual Meeting of Shareholders. Each shareholder who is entitled to attend and vote at the meeting is encouraged to participate in the meeting, and is also urged to vote by proxy. The meeting will be held as a completely virtual meeting, which will be conducted via live audio webcast. Shareholders will not be able to attend the meeting in person. The information shareholders will need to attend the virtual meeting is provided in this circular. All information in this management information circular is as at March 31, 2020, unless indicated otherwise. Where to find it Notice of 2020 annual meeting of shareholders . 1 Corporate Governance Practices . 20 Voting Information. 3 Skills and Experience . 29 How to Vote . 5 Board Evaluation . 32 Business of the Meeting . 8 Board Committee Reports . 35 Election of Directors . 8 Executive Compensation . 41 Appointment of Auditors . 8 Compensation Discussion & Analysis . 44 About the nominated Directors . 10 Elements of Executive Compensation . 52 Director Profiles . 11 2019 Compensation for the NEOs . 63 Director Compensation . 17 Summary Compensation Table . 73 Director Share Ownership . 19 Incentive Plan Awards . 74 Termination and Change of Control . 78 Glossary of Acronyms Bank: Equitable Bank Executive Officer: Direct reports of the CEO Board: Board of Directors FSB: Financial Stability Board’s Principles for shares/common shares: EGI Common shares Sound Compensation Practices CD&A: Compensation Discussion & Analysis HRCC/HR Human Resources & Compensation CEO: Chief Executive Officer Committee: Committee CFO: Chief Financial Officer LTI: Long-term Incentive CIO: Chief Information Officer MD&A: Management’s Discussion & Analysis Circular: Management Information Circular NEO: Named Executive Officer Code: Code of Conduct Option: Stock Option CRO: Chief Risk Officer PSU: Performance Share Unit CSA: Canadian Securities Administrators ROE: Return on Equity DSU: Deferred Share Unit RSU: Restricted Share Unit EGI: Equitable Group Inc. SEDAR: System for Electronic Document Analysis and EPS: Earnings Per Share Retrieval Equitable/our/we/the Company: Equitable Group Inc. STI: Short-term Incentive Consolidated SVP: Senior Vice-President ERM: Enterprise Risk Management TSR: Total Shareholder Return Executive: Executive Officer TSX: Toronto Stock Exchange EQUITABLE GROUP INC. | 2 Voting Information Notice and Access Again this year, in compliance with Canadian securities regulators rules, Equitable is using the notice-and-access procedures for the delivery of the circular issued by Equitable’s management in connection with the solicitation of proxies, to be held at the time and place and for the purposes indicated in the Notice of Meeting. Therefore, instead of receiving the circular and annual financial statements by mail, registered and beneficial shareholders who hold EGI common shares on March 24, 2020, the record date for the meeting, have access to the circular online at EnVision (www.envisionreports.com/EQB2020), on our website (www.equitablebank.ca) and on SEDAR (www.sedar.com). Shareholders will still receive by mail, along with the Notice of Availability of Proxy Materials, a form of proxy or voting instruction form permitting them to exercise their voting rights using the various voting methods provided (internet, telephone, mail). If you would like to receive a paper copy of our circular and annual financial statements, please follow the instructions below. Notice and Access allows for faster access to the circular, helps reduce high printing and postage costs and demonstrates environmental responsibility by decreasing the large volume of paper documents generated by printing the meeting materials. Equitable has not adopted a stratification procedure in relation to the use of the Notice and Access provision. How to obtain a paper copy of the meeting materials Shareholders may request to receive paper copies of the meeting materials by mail at no cost for up to one year from the date the circular was filed on SEDAR. Requests for paper copies may be made using your Control Number as it appears on your enclosed form of proxy or voting instruction form. Please note that if you do request a paper copy, you will not receive another form of proxy or voting instruction form, so you should keep the original form sent to you in order to vote.
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